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DEMENTIA ASSOCIATION FOR AWARENESS AND SUPPORT END-USER LICENSE AGREEMENT

1.0 License and Use of Software.

1.1 Dementia Association for Awareness and Support (“DAAS”) hereby grants to the Company and its End-Users (as defined below) (collectively “You”), a royalty-free, non-exclusive, non-transferable, revocable, limited license to gain access to and use the DAAS online application (the “Software”) solely in accordance with the terms and conditions set forth in this Agreement. Your authorized employee End-Users of the Software (the “End-Users”) will be able to access the Software by creating a login and password. This is a limited use license/right to access and use, not a sale of the Software. You acknowledge and agree that nothing in this Agreement constitutes a sale of the Software to You, and further that this Agreement does not convey to You, any End-User or any third party, any ownership right, interest or title in or to the Software, or to any Intellectual Property Rights in this Agreement. “Intellectual Property Rights” means any and all (i) proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semi-conductor, chip or mask/work law or any other applicable statutory provision or otherwise arising at law or in equity anywhere in the world, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence or a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring or pertaining to any of the foregoing.

1.2 DAAS retains all rights, title, ownership, and interest in and to the Software and any and all Intellectual Property Rights in and to the Software. The Software is protected under Canadian copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. DAAS hereby reserves all rights not explicitly granted in this Agreement.

1.3 The Company shall be solely responsible for managing access by its End-Users to the Software including protecting passwords from misuse. The Company may not use or permit the use of the Software, or any part thereof, in or in association with any illegal activity or activity that violates, misappropriates or infringes any Intellectual Property Rights.

1.4 Acceptable Use:In using the Software, the Company will

  1. be responsible for Your and Your End-Users’ compliance with this Agreement,
     
  2. use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify DAAS promptly of any such unauthorized access or use,
     
  3. use the Software only in accordance with all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties and regulations as well as orders of courts or laws, regulations, by-laws or ordinances of applicable governmental agencies (collectively, “Applicable Laws”), and;
     
  4. immediately notify DAAS any time You become aware of any violation, by any person, of this Agreement and provide DAAS with assistance, as requested, to stop or remedy such violation.
     

1.5 Prohibitions In using the Software, the Company will not, and the Company will also not permit any End-User or other person to, directly or indirectly,

  1. make the Software available to anyone, or permit anyone to access the Software, other than End-Users licensed hereunder, and, unless otherwise expressly permitted by written agreement with DAAS, the Company will not license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Software in any way except as expressly set out in this Agreement,
     
  2. use the Software in any manner or for any purpose (i) not permitted by this Agreement, including purposes other than the stated purpose, (ii) that contravenes, facilitates the violation of, or violates any applicable law, or (iii) that extracts, gathers, collects, or stores personal information about individuals without their express consent or that involves data mining, robots or similar data gathering or extraction methods on others’ data without their express consent,
     
  3. use the Software to post, upload, reproduce, distribute or otherwise transmit (i) unauthorized or unsolicited commercial e-mail, junk or bulk e-mail, chain letters or other “spam” or any other duplicative or unsolicited messages, surveys, contests or pyramid schemes, (ii) any “Malicious Code”, being viruses, cancelbots, worms, time bombs, Trojan horses and other harmful, disruptive, surreptitious or malicious components, code, files, scripts, agents or programs, (iii) defamatory, infringing, indecent or unlawful software, materials or information, (iv) inappropriate, profane, or obscene software, materials or information without suitable or lawfully-required access controls, (v) software, materials or information where such activity gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of DAAS or any third party; such violations including copyright infringement, invasion of privacy, trademark infringement and defamation, or (vi) software, materials or information where such activity constitutes a criminal offence, or otherwise engage in or assist others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography,
     
  4. alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Software or any part thereof, nor create derivative works based on the Software or works containing a substantial part of the Software,
     
  5. make or install copies of the Software in excess of the maximum number permitted hereunder,
     
  6. disable or circumvent any access control or related process or procedure established with respect to the Software, or remove any copyright or other proprietary notices or on or in the Software or any part thereof,
     
  7. remove any copyright or other proprietary or Intellectual Property Rights notices or labels on or in the Software or any part, copy or report generated therefrom or thereof,
     
  8. scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems,
     
  9. access the Software in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Software, or
     
  10. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Software.
     

1.6 DAAS reserves the right to change this Agreement at any time, and the changes will be effective when posted on DAAS’ website for the Software or when DAAS notifies You by some other means. DAAS may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes. If the modified terms are not acceptable to You, Your only recourse is to cease using the Software.

2.0 Use of Data.

2.1 Company data means data maintained within the Software that is confidential and proprietary to the Company (“Company Data”). DAAS shall take all reasonable precautions (and in any event precautions that are no less than those used to protect its own confidential data) to preserve the confidentiality of the Company Data. The Company agrees that these confidentiality obligations shall not preclude DAAS from providing consolidated industry statistical reports to its customers as generated from consolidating information using the Company Data and data from other customers on an aggregated and anonymized basis. DAAS has no duty or obligation to monitor use of the Software. However, DAAS reserves the right to monitor the use of the Software electronically from time to time, including for technical, business, or operational purposes, or to disclose any information necessary to satisfy any laws, regulations or other governmental request, or to protect DAAS or others, as it deems necessary.

3.0 Termination.

3.1 The license is effective until terminated by the Company or DAAS. The Company and its End-User’s rights under this license will terminate automatically without notice from DAAS if the Company or its End-Users fail to comply with any term(s) of this license. Upon termination of the license, the Company and its End-Users shall cease all use of the Software.

4.0 Warranty.

4.1 Except for express warranties stated in this Agreement, the Software as provided by DAAS to the company are provided without any warranty or condition of any kind, including any warranty or condition implied by law, and the entire risk as to satisfactory quality, performance, accuracy and efforts is the Customer’s. EXCEPT AS SPECIFICALLY PROVIDED IN THESE STANDARD TERMS AND CONDITIONS, THE FOLLOWING WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED:

  1. ANY WARRANTY, REPRESENTATION OR CONDITION THAT THE SOFTWARE PROVIDED TO YOU WILL MEET YOUR REQUIREMENTS;
     
  2. ANY WARRANTY, REPRESENTATION OR CONDITION THAT THE SOFTWARE PROVIDED WILL BE ERROR FREE OR ITS USE WILL BE UNINTERRUPTED; and
     
  3. ANY IMPLIED WARRANTY, REPRESENTATION OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SOFTWARE PROVIDED BY DAAS TO YOU.

5.0 Limitation of Liability.

5.1 Exclusion and Limit of Liability

  1. In no event shall DAAS be liable to You for any indirect, incidental, special or consequential Claims of any kind whatsoever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of business, loss of management or operation time and loss of goodwill or anticipated savings, or any other commercial damages or losses, arising out of or related to Company’s use or inability to use the Software, even if DAAS has been notified of the possibility thereof or could have foreseen such Claims, and
     
  2. DAAS’ aggregate liability for direct damages in respect of this Agreement will be limited to fifty ($50.00 CDN) dollars. The term “Claim” means any and all liabilities, actions, proceedings, claims, demands, losses, damages and costs, including reasonable legal fees and expenses on a solicitor and own client basis.

5.2 General Limitations You acknowledge and agree that Company’s and End-Users’ use of the Software will utilize, in whole or in part, third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in any jurisdiction, and DAAS cannot guarantee any minimum level regarding actual performance, speed, reliability, availability, use or consistency based on factors depending on the Internet.

6.0 General Terms.

6.1 Assignments, etc. This Agreement, and any rights and licenses granted hereunder may not be assigned by the Company without the prior written approval of DAAS but may be assigned without the Company’s consent by DAAS to (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of its assets, (iii) a successor by merger or amalgamation. Any purported assignment in violation of this section shall be void.

6.2 Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, without affecting the validity or enforceability of any separate agreement in writing between the Company and DAAS. Except as otherwise agreed in writing, neither party has relied on any representations or warranties that are not made in this Agreement.

6.3 Non-Waiver None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of DAAS, and such waiver may only be effected by an instrument in writing signed by an authorized officer of DAAS. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions or of the same provision on another occasion.

6.4 Notices Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with this Agreement must be in writing.

6.5 Jurisdiction and Governing LawThis Agreement shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein without reference to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta.

6.6 Severability If any of the provisions of this Agreement or any part thereof shall be or held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions or parts thereof, and the rights and obligations of the parties shall be construed and enforced accordingly, with the invalid or unenforceable provisions or parts modified so as to be limited and enforced to the fullest extent possible.